You may be a member of one or more of the following classes which are collectively referred to as the "Classes."
Class in the Wells Action: The Court certified the Wells Action to proceed as a class action on behalf of: All Piedmont shareholders (including their heirs, successors, and assigns) who were entitled to vote on the proposals in Piedmont's Schedule 14A Proxy Statement dated February 26, 2007, as amended or supplemented. If you previously excluded yourself from the Wells Rule 23(b)(3) Class, you are no longer a Wells Class member.
Classes in the Piedmont Action: The Court has preliminarily certified the Piedmont Action to proceed as a class action on behalf of Piedmont shareholders (including their heirs, successors, and assigns):
(a) who held shares of Piedmont at the time of the tender offer by Lex-Win Acquisition LLC ("Lex-Win") between May 25, 2007 and July 20, 2007, and who did not tender their shares to Lex-Win (the "Tender Offer Class"); and,
(b) of record as of October 2, 2007 who were entitled to vote on the proposals in Piedmont's Schedule 14A Proxy Statement dated October 16, 2007 (as amended and supplemented on October 19, 2007 and November 2, 2007) (the "Proxy Class").
The Proxy Class and the Tender Offer Class are collectively referred to as the "Piedmont Settlement Classes."
Plaintiff filed a Complaint against Defendants and alleged that the Class was injured by Defendants' omission of certain material information from the Proxy, through which the Defendants solicited and obtained shareholder votes to approve the Internalization in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"). Plaintiff alleges that the Defendants failed to supplement the Proxy to disclose the existence of proposals made by a third party to purchase all of the shares of Wells REIT, as well as the fact that the third party placed a higher value on the shares if the Internalization was not consummated. The price at which Wells REIT issued shares to acquire the Advisor in the Internalization was less than what the third party offered to pay for the shares.
Defendants deny all of Plaintiff's allegations and claims. Defendants contend that the lawsuit has no merit and the evidence does not support Plaintiff's claims. Defendants deny they engaged in any misconduct.